{"id":42035,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-netselect-inc-realselect-inc-realtors-information.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-netselect-inc-realselect-inc-realtors-information","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-netselect-inc-realselect-inc-realtors-information.html","title":{"rendered":"Agreement &#8211; NetSelect Inc., RealSelect Inc., Realtors Information Network Inc., and the National Association of Realtors"},"content":{"rendered":"<pre>                                   AGREEMENT\n\n     This Agreement (the 'Agreement') is dated as of May 28, 1999 (the\n'Agreement Date'), and is entered into by and among (i) NetSelect, Inc., a\nDelaware corporation ('NetSelect'), (ii) RealSelect, Inc., a Delaware\ncorporation ('RealSelect'), (iii) Realtors Information Network, Inc., an\nIllinois corporation ('RIN'), and (iv) the National Association of Realtors, an\nIllinois not-for-profit corporation ('NAR').\n\n                                  BACKGROUND\n\n     A.   RealSelect and RIN are parties to an Operating Agreement dated as of\nNovember 26, 1996 (such agreement, as amended, referred to as the 'Operating\nAgreement'). RealSelect, RIN, the NAR, and NetSelect are parties to that certain\nAgreement dated as of August 21, 1998 (the 'August 1998 Agreement'). RIN and NAR\nalso executed a Waiver and Consent dated August 21, 1998 (the 'Waiver and\nConsent').\n\n     B.   Pursuant to Section 6.3(b) of the Operating Agreement, RealSelect is\nobligated to make certain payments to RIN of $1,000,000 (the 'Free Operating\nCash Flow Amount'). Under Section 1(c) of the August 1998 Agreement, RealSelect\nagreed to pay to RIN the remaining $200,000 of the Active Real Property Ads\nAmount (as defined in the August 1998 Agreement) and all of the Free Operating\nCash Flow Amount (as defined in the August 1998 Agreement) no later than April\n1, 1999 (together, the 'Obligation'). As of the date of this Agreement, the\nObligation has not been paid.\n\n     C.   Pursuant to the terms of Section 3.5 of that certain RealSelect, Inc.\nStockholders Agreement dated as of November 26, 1996 by and among RealSelect,\nNetSelect, L.L.C. and RIN (as amended, the 'RealSelect Stockholders Agreement'),\nthe NAR (as successor in interest to the rights of RIN under the RealSelect\nStockholders Agreement) has certain rights (the 'Put Right') to require, upon\nthe announcement by NetSelect of a Qualified Public Offering of NetSelect Common\nStock (as defined in Section 4.2 of the RealSelect Stockholders Agreement), that\nNetSelect issue shares of NetSelect Convertible Preferred Stock or NetSelect\nCommon Stock, as the case may be, in exchange for shares of RealSelect Common\nStock held by NAR. RIN and the NAR executed a Waiver and Consent dated August\n21, 1998, in which RIN and the NAR agreed, among other things, on the number of\nshares of NetSelect that RIN and\/or NAR would be entitled to receive if\nNetSelect and RealSelect had merged as of that date.\n\n     D.   NetSelect intends to file a registration statement (the 'Registration\nStatement') under the Securities Act of 1933, as amended (the 'Securities Act'),\nrelating to its IPO (as defined below).\n\n     E.   The parties desire to settle certain prior obligations of NetSelect\nand\/or RealSelect to the NAR and\/or RIN, and to issue to the NAR one share of\nSeries A Preferred Stock of NetSelect, on the terms and subject to the\nconditions set forth in this Agreement.\n\n \n                                   AGREEMENT\n\n     NOW, THEREFORE, the parties hereby agree as follows:\n\n1.   Definitions.  When used in this Agreement, the following terms shall have\nthe meanings set forth below.\n\n     'Amended NetSelect Restated Certificate' means the Amended and Restated\nCertificate of Incorporation of NetSelect, in substantially the form attached\nhereto as Exhibit B with such changes or additions thereto as NetSelect may\napprove after the date of this Agreement which do not affect the interests of\nRIN or the NAR in a manner differently from other stockholders of NetSelect.\n\n     'Closing Date' shall mean the closing of the IPO or, if later, a date no\nlater than two business days after the closing of the IPO on which the Amended\nNetSelect Restated Certificate is filed with the Delaware Secretary of State.\n\n'IPO' means the initial underwritten public offering of NetSelect's Common\nStock.\n\n'RealSelect Bylaws' means the Bylaws of RealSelect as in effect on the date of\nthis Agreement.\n\n     'Securities Act' means the Securities Act of 1933, as amended.\n\n     'Series A Preferred' means the share of Series A Preferred Stock of\nNetSelect that is authorized by the Amended NetSelect Restated Certificate.\n\n     Share and per share amounts in this Agreement give effect to the two-for-\none split of the NetSelect Common Stock effected earlier in 1999, and, to the\nextent not issued by the record date for such event, shall be adjusted\nappropriately for any stock split or reverse stock split of NetSelect stock that\nmay occur between the Agreement Date and the Closing Date.\n\n2.   Amendment of RealSelect Bylaws. The parties hereby approve an amendment to\nArticle III, Section 6 of the RealSelect Bylaws so that such section provides in\nits entirety as set forth on Exhibit C.\n\n3.   Settlement of the Obligation. (i) On the Closing Date, NetSelect shall\nissue to NAR one share of Series A Preferred, for a purchase price of $1.00\npayable in cash, and (ii) effective as of the Agreement Date, NetSelect shall\nissue to NAR 75,000 shares of NetSelect Common Stock (the 'Shares') at a\npurchase price of $8.00 per share for an aggregate purchase price of $600,000\n(the 'Purchase Price'). Payment of the purchase price for the Shares shall be by\ncancellation of a portion of the Obligation equal to the Purchase Price.\nNetSelect will pay the remaining $600,000 of the Obligation no later than five\nbusiness days following the Closing Date. NAR and RIN acknowledge and\n\n \nagree that upon delivery of the Shares and payment of the remaining Obligation\nas provided in the preceding sentence, the Obligation shall be deemed fully\nsatisfied. In connection with the issuance of the Shares, NAR and\/or RIN, as the\ncase may be, agrees to execute and deliver to NetSelect a customary purchase\nagreement with customary investment representations relating to the issuance of\nthe Shares, which agreement shall be in substantially the form of Exhibit A\nattached hereto.\n\n4.   Put Right. Each of NAR and RIN agrees that on the Closing Date it hereby\nexercises its Put Right to exchange all shares (and all rights to acquire\nshares) of RealSelect that it owns or has rights to acquire for shares of\nNetSelect Common Stock, except for one-half of one share of RealSelect Common\nStock issuable to NAR and\/or RIN pursuant to Section 1(b) of the August 1998\nAgreement (as so defined in the August 1998 Agreement, the 'RealSelect Shares')\nwhich, by virtue of the last sentence of Section 1(b) of the August 1998\nAgreement, are not subject to the Put Right. If not theretofore issued, the\nRealSelect Shares shall be issued on the Closing Date. Notwithstanding the\npreceding sentence, if NetSelect and RealSelect complete a merger of the two\ncompanies within twelve (12) months of the Agreement Date, then in connection\nwith the closing of such transaction such unexchanged RealSelect Shares shall\n(pursuant to the Put Right) be converted into a total of 49,926 shares of\nNetSelect Common Stock. NAR and RIN agree that the number of shares of NetSelect\nCommon Stock that NAR has the right to receive pursuant to exercise of its Put\nRight pursuant to the RealSelect Stockholders Agreement and this Agreement is\n1,566,906 shares of NetSelect Common Stock. NAR agrees that this Section 4\nsupersedes the provisions of Section 3.5 of the RealSelect Stockholders\nAgreement, as applied to the IPO.\n\n5.   NetSelect Restated Certificate. NAR agrees to vote any shares of NetSelect\nthat it owns in favor of the Amended NetSelect Restated Certificate. NetSelect\nagrees that its certificate of incorporation in effect immediately after the\nClosing Date will include provisions relating to the Series A Preferred similar\nin all respects to the provisions in the Amended NetSelect Restated Certificate\nattached hereto as Exhibit B.\n\n6.   Cooperation; Further Actions. Each party agrees to take such further\nactions, and execute such further agreements as the other party may reasonably\nrequest in order to carry out the intent of the foregoing provisions.\n\n     7.   Miscellaneous Provisions.\n\n7.1  Third Party Beneficiary. No provision of this Agreement is intended to\nconfer upon any person other than the parties hereto (and their respective\nsuccessors and assigns) any rights or remedies hereunder.\n\n7.2  Further Documents. The parties hereto shall execute and deliver any and all\ndocuments or legal instruments necessary or desirable to carry out the\nprovisions of this Agreement.\n\n7.3  Binding Agreement; Entire Agreement; Successors and Assigns. This Agreement\nshall be binding upon the parties, and their respective successors and assigns.\nThis Agreement constitutes the entire contract between the parties relative to\nthe subject matter hereof. Any previous agreement between the parties concerning\nthe subject matter\n\n \nhereof is superseded by this Agreement. Subject to the exceptions specifically\nset forth in this Agreement, the terms and conditions of this Agreement shall\ninure to the benefit of and be binding upon the respective executors,\nadministrators, heirs, successors, and assigns of the parties. Nothing in this\nAgreement, express or implied, is intended to confer upon any party other than\nthe parties hereto or their respective successors and assigns any rights,\nremedies, obligations, or liabilities under or by reason of this Agreement,\nexcept as expressly provided in this Agreement.\n\n7.4  Governing Law; Consent to Jurisdiction. This Agreement shall be governed in\nall respects by the laws of the State of Delaware, as applied to contracts\nentered into and to be performed entirely within the State of Delaware. In any\naction by NAR or RIN against NetSelect or RealSelect, the parties consent to the\nexclusive jurisdiction and venue of the Federal and State Courts located in Los\nAngeles, California for purposes of any proceeding arising out of or relating to\nthis Agreement, and agree that service of process in any such action may be made\nby means of delivery of notices in the manner provided in this Agreement; and in\nany action by NetSelect or RealSelect against RIN or NAR, the parties consent to\nthe exclusive jurisdiction and venue of the Federal and State Courts located in\nChicago, Illinois, for purposes of any proceeding arising out of or relating to\nthis Agreement, and agree that service of process in any such action may be made\nby means of delivery of notices in the manner provided in this Agreement.\n\n7.5  Amendment; Waiver. This Agreement or any provision hereof may be amended,\nwaived, discharged or altered in any manner, but any such change shall become\neffective only if, when and to the extent it is reduced to a writing signed by\nall of the parties. Any party may waive one or more of the provisions of this\nAgreement as to itself by means of a written instrument.\n\n7.6  No Continuing Waiver. No waiver of any default or breach of this Agreement\nshall be determined a continuing waiver or a waiver of any other breach or\ndefault hereunder.\n\n7.7  Severability. If any provision of this Agreement is determined to be\ninvalid or unenforceable, it shall be enforced to the extent possible, and the\nother provisions of this Agreement shall continue in effect.\n\n7.8  Counterparts. This Agreement may be executed in any number of counterparts,\neach of will shall be deemed an original, but all of which together shall\nconstitute one and the same instrument.\n\n7.9  Expenses. All costs and expenses incurred in connection with the\ntransactions contemplated by this Agreement shall be paid by the party incurring\nsuch costs and expenses.\n\n7.10 Notices. Any notice or other communication required or permitted to be\ndelivered to any party under this Agreement shall be in writing and shall be\ndeemed properly delivered, given and received when delivered personally, one\nbusiness day after transmission by facsimile with confirmation of receipt, one\nbusiness day after deposit with a reputable national overnight courier service\nfor overnight delivery, or four days after deposit in the United States mail,\ncertified with return receipt requested, to the address or facsimile telephone\nnumber set forth beneath the name of such party below (or to such other address\nor facsimile telephone number as such party shall have specified in\n\n \na written notice given to the other parties hereto):\nif to NAR or RIN:\nat the address set forth below NAR's or RIN's signature, as the case may be, on\nthe signature page hereto;\nif to NetSelect:\nNetSelect, Inc.\n225 W. Hillcrest Drive, Suite 100\nThousand Oaks, CA 91360\nAttn: President\nFacsimile: (805) 557-8200\n\n[Remainder of this page intentionally left blank]\n\nIN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date\nfirst above written.\nNETSELECT, INC.\nREALSELECT, INC.\n\nBy: \/s\/ Stuart Wolff   \nName:  Stuart Wolff, Ph.D.\nTitle:  Chief Executive Officer\n\nREALTORS INFORMATION NETWORK, INC.\n\nBy: \/s\/ Robert A. Goldberg\nName: Robert A. Goldberg\nTitle: CEO\nAddress:\n\n430 North Michigan Avenue\nChicago, Illinois 60611-4087\nAttention:  President and Chief Executive Officer\nFax No:  (312) 329-8539\n\nNATIONAL ASSOCIATION OF REALTORS(R)\n\nBy: \/s\/ Terrence M. McDermott\nName: Terrence M. McDermott\nTitle: Executive Vice President\nAddress:\n\n \n430 North Michigan Avenue\nChicago, Illinois  60611-4087\nAttention:  General Counsel\nFax No:  (312) 329-8256\n\n\n                                   EXHIBIT A\n                           STOCK PURCHASE AGREEMENT\n\nThis Stock Purchase Agreement (the 'Agreement') is dated as of May 28, 1999 (the\n'Agreement Date') and is entered into by and among NetSelect, Inc. ('NetSelect'\nor the 'Company'), a Delaware corporation, and the National Association of\nRealtors ('Purchaser').\n\n                                  BACKGROUND\n\nA.   Purchaser and NetSelect, among other parties, are parties to an Agreement\ndated as of May 28, 1999 (the 'May 1999 Agreement').\n\nB.   The Company desires to issue and sell to the Purchaser, and Purchaser\ndesires to purchase, one share of Series A Preferred Stock of NetSelect ('Series\nA Preferred'), and 75,000 shares (the 'Shares') of Common Stock of the Company\n('Common Stock') (the Shares and the share of Series A Preferred referred to\ncollectively as the 'Securities'), at the times and prices, and on the other\nterms and conditions, set forth in this Agreement.\n\nC.   Capitalized terms not defined herein will have the meanings given to those\nterms in the May 1999 Agreement.\n\n                                   AGREEMENT\n\nThe parties agree as follows:\n\n1.   Purchase Of Securities.\n\n1.1  Purchase and Sale of Series A Preferred and the Shares. On the Closing Date\nand subject to the terms and conditions of this Agreement, Purchaser shall\npurchase from the Company, and the Company hereby sells to Purchaser, one share\nof Series A Preferred at a purchase price of $1.00 per share payable in cash.\nEffective as of the Agreement Date, Purchaser shall purchase from the Company,\nand the Company shall sell to Purchaser, the Shares at a purchase price per\nShare equal to 8.00 per Share, for an aggregate purchase price of $600,000 (the\n'Purchase Price').\n\n1.2  Closing; Payment of Purchase Price. The closing of the purchase and sale of\nthe Shares contemplated by this Agreement shall occur at a place and time\nmutually agreeable to NetSelect and Purchaser, but in all events within five\nbusiness days of the Agreement Date. The Closing of the sale of the share of\nSeries A Preferred shall occur on the Closing Date. The Purchase Price for the\nShares shall be paid by means of cancellation of $600,000 of the Obligation.\n\n1.3  Accredited Investor Requirements. Purchaser hereby represents to NetSelect\nthat Purchaser is an 'accredited investor' as defined in Rule 501 of Regulation\nD, being a corporation, not formed for the specific purpose of acquiring the\nShares, with total assets in excess of $5 million.\n\n1.4  Deliveries by the Company.  After its receipt of the entire Purchase Price\nand all \n\n \nthe documents to be executed and delivered by Purchaser to the Company under\nthis Agreement, the Company will issue duly executed stock certificates\nevidencing the Securities in the name of Purchaser, registered in Purchaser's\nname.\n\n2.   Representations. Purchaser represents to NetSelect that the following\nstatements are true and correct in all respects:\n\n2.1  Purchaser's Qualifications. Purchaser has a preexisting personal or\nbusiness relationship with the Company and\/or certain of its officers and\/or\ndirectors of a nature and duration sufficient to make Purchaser aware of the\ncharacter, business acumen and general business and financial circumstances of\nthe Company and\/or such officers and directors. By reason of Purchaser's\nbusiness or financial experience, Purchaser is capable of evaluating the merits\nand risks of this investment, has the ability to protect Purchaser's own\ninterests in this transaction and is financially capable of bearing a total loss\nof this investment.\n\nNo General Solicitation. At no time was Purchaser presented with or solicited by\nany publicly issued or circulated newspaper, mail, radio, television or other\nform of general advertising or solicitation in connection with the offer, sale\nand purchase of the Restricted Securities.\n\nInvestment Representations.\n\nThe Purchaser is receiving the Securities for investment for the Purchaser's own\naccount, not as a nominee or agent, and not with a view to the public resale or\ndistribution thereof within the meaning of the Securities Act of 1933, as\namended (the 'Securities Act'), and the Purchaser has no present intention of\nselling, granting any participation in, or otherwise distributing the same. The\nPurchaser also represents that it has not been formed for the specific purpose\nof acquiring the Securities.\n\nThe Purchaser has received or has had full access to all the information the\nPurchaser considers necessary or appropriate to make an informed investment\ndecision with respect to the Securities receivable by the Purchaser pursuant to\nthe Agreement.\n\nThe Purchaser understands that the acquisition of the Securities involves\nsubstantial risk. The Purchaser understands that the Securities, are\ncharacterized as 'restricted securities' under the Securities Act inasmuch as\nthey are being acquired from NetSelect in a transaction not involving a public\noffering and that under the Securities Act and applicable regulations thereunder\nsuch Securities may be resold without registration under the Securities Act only\nin certain limited circumstances. The Purchaser understands that NetSelect is\nunder no obligation to register any of the Securities. The Purchaser understands\nthat no public market now exists for any of the Securities and that it is\nuncertain whether a public market will ever exist therefor.\n\nWithout in any way limiting the representations set forth above or any other\nprovisions in any other agreements to which the Purchaser is a party or by which\nthe Purchaser or the Securities are bound, the Purchaser further agrees not to\nmake any disposition of all or any portion of the Securities unless and until:\nthere is then in effect a registration statement under the Securities Act\ncovering such proposed disposition and such disposition is made in accordance\nwith such registration statement; or the Purchaser shall have notified NetSelect\nof the proposed disposition and shall have furnished NetSelect with a statement\nof the circumstances surrounding the proposed disposition, and, if such\ndisposition is made within two years of the Closing Date or if the\n\n \nsecurities proposed to be transferred cannot be transferred pursuant to Rule\n144(k), at the expense of the Purchaser or its transferee, with an opinion of\ncounsel, reasonably satisfactory to NetSelect, that such disposition will not\nrequire registration of such Securities under the Securities Act.\n\ne.     It is understood that the certificates evidencing the Securities may bear\nthe legends set forth below:\n\n       (1)  The Shares represented hereby have not been registered under the\nSecurities Act of 1933, as amended (the 'Act'), or under the securities laws of\ncertain states. These Shares are subject to restrictions on transferability and\nresale and may not be transferred or resold except as permitted under the Act\nand the applicable state securities laws, pursuant to registration or exemption\ntherefrom. investors should be aware that they may be required to bear the\nfinancial risks of this investment for an indefinite period of time. The issuer\nof these Shares may require an opinion of counsel in form and substance\nsatisfactory to the issuer to the effect that any proposed transfer or resale is\nin compliance with the Act and any applicable state securities laws.\n\n       (2)  Any legend required by any state securities laws, or any other\nlegend that NetSelect reasonably determines is necessary or advisable.\n\nThe legend set forth in clause (1) above shall be removed by NetSelect from any\ncertificate evidencing Shares if requested by the original holder thereof at any\ntime on or after the second anniversary of the Closing Date (provided that such\nshares can be sold without restrictions pursuant to Rule 144(k)) or upon\ndelivery to NetSelect of an opinion by counsel, reasonably satisfactory to\nNetSelect, that a registration statement under the Securities Act is at that\ntime in effect with respect to the legended security or that such security can\nbe freely transferred in a public sale without such a registration statement\nbeing in effect and that such transfer will not jeopardize the exemption or\nexemptions from registration pursuant to which NetSelect issued the Shares.\n\n2.4    Refusal to Transfer. The Company will not be required to (i) transfer on\nits books any Shares that have been sold or otherwise transferred in violation\nof any of the provisions of this Agreement or (ii) treat as owner of such\nShares, or to accord the right to vote or pay dividends, to any purchaser or\nother trustee to whom such Shares have been so transferred.\n\n3.     Further Representations and Warranties of Purchaser. Purchaser,\nrepresents and warrants to the NetSelect that each of the following statements\nis true and correct:\n\n(i)    Purchaser has all right, power and authority to enter into and perform\nits obligations set forth in this Agreement in accordance with its terms;\n\n(ii)   the execution, delivery and performance of this Agreement (and the other\nagreements contemplated hereby) by Purchaser has been authorized and approved by\nall necessary corporate or other action of Purchaser;\n\n(iii)  the person executing this Agreement (and the other agreements\ncontemplated hereby) on behalf of Purchaser has the authority and power to\nexecute and deliver the Agreement (and the other agreements contemplated hereby)\non behalf of Purchaser; and this Agreement (and the other agreements\ncontemplated hereby) constitutes a valid and legally binding obligation of\nPurchaser, enforceable agains t Purchaser in accordance with its terms.\n\n4.     Securities Law Matters. This Agreement does not constitute an offer to\nsell or solicitation of an offer to buy any Shares in any jurisdiction where it\nis unlawful to make\n\n \nsuch offer or solicitation, and no issuance of Shares or offer or agreement to\ndo any of the foregoing, is made hereby that would be in violation of the\nsecurities or 'blue sky' laws of any jurisdiction.\n\nTHE SALE OF THE SHARES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN\nQUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND\nTHE ISSUANCE OF THE SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE\nCONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE\nOF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF\nTHE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT\nARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE\nIS SO EXEMPT.\n\n5.   Miscellaneous.\n\n5.1  Governing Law; Consent to Jurisdiction. This Agreement shall be governed in\nall respects by the laws of the state of Delaware applicable to contracts\nentered into and performed entirely within Delaware. In any action by Purchaser\nagainst the Company, the parties consent to the exclusive jurisdiction and venue\nof the Federal and State Courts located in Los Angeles, California for purposes\nof any proceeding arising out of or relating to this Agreement, and agree that\nservice of process in any such action may be made by means of delivery of\nnotices in the manner provided in this Agreement; and in any action by the\nCompany against Purchaser, the parties consent to the exclusive jurisdiction and\nvenue of the Federal and State Courts located in Chicago, Illinois, for purposes\nof any proceeding arising out of or relating to this Agreement, and agree that\nservice of process in any such action may be made by means of delivery of\nnotices in the manner provided in this Agreement.\n\n5.2  Assignment. Neither this Agreement nor any obligation arising hereunder may\nbe assigned (voluntarily, by operation of law or otherwise), in whole or in\npart, by Purchaser without the prior written consent of NetSelect. Improper\nassignments are void. NetSelect may assign this Agreement in whole or in part\nwithout the consent of Purchasers.\n\n5.3  Successors and Assigns. This Agreement shall be binding upon, and inure to\nthe benefit, the parties and their respective successors and permitted assigns,\nsubject to paragraph 5.2 above.\n\n5.4  Entire Agreement. This Agreement sets forth the entire agreement between\nthe parties with respect to the subject matter hereof and supersedes all prior\nor contemporaneous understandings, communications or agreements, whether written\nor oral, regarding such subject matter.\n\n5.5  Amendment. Any provision of this Agreement may be amended, waived or\nmodified, either retroactively or prospectively, only by a written instrument\nsigned by NetSelect and Purchaser.\n\n5.6  Notices. All notices or other communications given under this Agreement\nshall be in writing and shall be delivered in person, by first class mail, by\nnational overnight courier service, or facsimile, addressed as follows:\n\nIf to Purchaser:\n\nTo the address for the Purchaser set forth on the signature page hereto.\n\n \nIf to NetSelect or RealSelect:\n\n225 West Hillcrest Drive, Suite 100\nThousand Oaks, CA 91360\nAttn:  General Counsel\nTelephone: (805) 557-2300\nFacsimile: (805) 557-2680\n\nEither party may change its address or addressee for the purpose of this\nAgreement by notice. Notices or other communications shall be deemed given or\ndelivered upon receipt if delivered in person, four (4) days after deposit in\nthe mails, one (1) business day after deposit with a reputable overnight courier\nservice, or one (1) business day after transmission if delivered by facsimile\nwith confirmation of receipt.\n\n5.7  Waiver. No waiver by either party of any breach or default by any other\nshall be deemed a waiver of any other breach or default.\n\n5.8  Severability. If any term or other provision of this Agreement is invalid,\nillegal or incapable of being enforced by any rule of law, or public policy, all\nother conditions and provisions of this Agreement shall nevertheless remain in\nfull force and effect so long as the economic or legal substance of the\ntransactions contemplated hereby are not affected in any manner materially\nadverse to any party. Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties shall negotiate\nin good faith to modify this Agreement so as to effect the original intent of\nthe parties as closely as possible in a mutually acceptable manner in order that\nthe transactions be consummated as originally contemplated to the fullest extent\npossible.\n\n5.9  Counterparts. This Agreement may be executed in any number of counterparts,\nall of which shall be considered one and the same agreement and shall become\neffective when one or more counterparts have been signed by both parties and\ndelivered to the other party.\n\n\n[Remainder of this page intentionally left blank]\nIN WITNESS WHEREOF, the parties have executed this Agreement on the date first\nwritten above.\n\n \n                              NETSELECT, INC.\n\n\n                              By: \/s\/ Stuart Wolff\n                              Name:\n                              Title:\n\nPURCHASER\n\n\nNATIONAL ASSOCIATION OF\nREALTORS(R)                              Address:\n \n\n \nBy: \/s\/ Terrence M. McDermott       430 North Michigan Avenue\n                                    Chicago, Illinois  60611-4087\nName: Terrence M. McDermott             Attention:  General Counsel\n     ------------------------       Fax No:  (312) 329-8256\n\n\nTitle: Executive Vice President\n\n                                   EXHIBIT B\n             Amended and Restated Certificate of Incorporation of\n                                NetSelect, Inc.\n\n                                   EXHIBIT C\n                  Article III, Section 6 of RealSelect Bylaws\n\nSECTION 6.  QUORUM, VOTING AND ADJOURNMENT. A majority of the total number of\ndirectors or any committee thereof shall constitute a quorum for the transaction\nof business. The affirmative vote by at least six-sevenths (6\/7) of the entire\nBoard of Directors shall be required to approve the following actions: (i)\nmergers, consolidations, reorganizations, or sales, leases or exchanges of all\nor substantially all of the assets of the Corporation; and (ii) any change in\nthe business purpose of the Corporation. The affirmative vote by at least four-\nsevenths (4\/7) of the entire Board of Directors (including, in such four-\nsevenths, at least one Director nominated by NAR) shall be required to approve\nthe following actions: (i) amendments of the Corporation's Certificate of\nIncorporation or By-laws; (ii) approval of the annual budget of the Corporation\n(which shall specify the issues addressed and conclusions reached); provided,\nhowever, that in the event that an annual budget shall not be approved pursuant\nto this Article III, Section 6, the last annual budget of the Corporation duly\napproved by the Board, adjusted to the Consumer Price Index for urban consumers\n(CPI-U) as of the date of the end of the last fiscal year, shall be the annual\nbudget of the Corporation until such time as the Board of Directors shall duly\napprove a new annual budget; (iii) salary reviews, bonuses, and staff changes\nfor executive officers of the Corporation; (iv) investments, loans, mortgages,\npledges of corporate assets or other transactions not set forth in the annual\nbudget in which the amount involved exceeds $2,500,000; (v) incurrences,\nassumptions, guarantees or cancellations of indebtedness for money borrowed or\nother liabilities not set forth in the annual budget in which the amount exceeds\n$2,500,000; (vi) approval of transactions with affiliates, stockholders,\nemployees, and relatives of affiliates, stockholders and employees, including\nany employment or consulting agreements, that exceed $100,000 per annum,\nprovided, however, that no interested director shall vote on any such action;\n(vii) the establishment of, and the appointment of members to, any committees of\nthe Board of Directors; (viii) issuance of any equity securities of the\nCorporation, or any securities exchangeable or convertible into equity\nsecurities or measured by earnings or profits of the Corporation,\n\n \nor any redemption, repurchase or other acquisition for value of any equity\nsecurity of the Corporation by the Corporation, provided, however, the approval\nof the NAR Director shall not be required for the issuance of equity securities\nby the Corporation at a price per share that would establish an aggregate value\nfor such equity securities outstanding immediately prior to the consummation of\nsuch issuance of at least fifteen million dollars ($15,000,000); (ix) a firmly\nunderwritten public offering of at least twenty percent (20%) of the shares of\nthe Corporation pursuant to an effective registration statement covering the\noffer and sale of such shares with an aggregate offering price of at least\n$7,000,000; and (x) declaration of dividends or other distributions to\nstockholders; provided, however, that any declaration of dividends or\ndistributions to NetSelect shall require the prior approval of NetSelect, Inc.,\na Delaware corporation. Unless otherwise required by law or provided herein, the\naffirmative vote of a majority of the directors present at a meeting at which a\nquorum is present shall be the act of the Board. In the absence of a quorum, a\nmajority of the directors present thereat may adjourn such meeting to another\ntime and place. Notice of such adjourned meeting need not be given if the time\nand place of such adjourned meeting are announced at the meeting so adjourned.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9613,9617],"class_list":["post-42035","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42035","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42035"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42035"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42035"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42035"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}